NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR
IMMEDIATE RELEASE
28
November 2024
JOINT STATEMENT REGARDING THE
CASH ACQUISITION
of
THE CO-OPERATIVE BANK
HOLDINGS P.L.C.
by
COVENTRY BUILDING
SOCIETY
Announcement of Regulatory
Approval and Timetable Update
Further to the announcement on 24
May 2024, the boards of Coventry Building Society ("CBS" or
"Society") and The Co-operative Bank Holdings p.l.c (the ultimate
holding company of The Co-operative Bank p.l.c. ("the Bank"))
("Bank Holdings") are pleased to confirm that the FCA and the PRA
have given their consent to the acquisition of the entire issued
share capital of The Co-operative Bank Holdings (the
"Acquisition").
The Acquisition is expected to
complete on 1 January 2025. The cash consideration necessary to
satisfy the Acquisition in full will be funded from the Society's
existing cash resources.
The Acquisition will not require any
immediate changes to the capital structure of the Bank or the
combined group as a whole. The Bank of England has confirmed that
it intends to exercise its discretion to treat the outstanding
externally held eligible liabilities and Tier 2 instruments issued
by the Bank as eligible to meet the consolidated MREL requirements
applicable to the combined group until 31 May 2027. Post
completion, the Society and the Bank intend to simplify and align
their capital structures over time.
At completion, the Bank will become a
subsidiary of the Society and each entity will retain their
respective banking licences, and so customers and members of each
organisation will continue to have the same Financial Services
Compensation Scheme protection.
As announced on 24 May 2024, the
combined group will be led by David Thorburn as Chairman,
Stephen Hughes as Chief Executive Officer and Lee Raybould as
Chief Financial Officer.
************
Enquiries to:
Coventry Building Society
Richard Field, Head of
Communications
0800 121 6868
KPMG
LLP (financial adviser to the Society)
+44 (0)20 7311 1000
Matthew Watkins
J.P.
Morgan Cazenove (financial adviser to the Society)
+44 (0)20 3493
8000
Claire Brooksby
The
Co-operative Bank Holdings p.l.c.
Alasdair Todd / Neil Bennett,
H/advisors Maitland:
+44 (0)20 7379 5151
Angela Catlin, Head of Investor
Relations:
+44 (0) 7548 965
042
Fenchurch Advisory Partners (financial adviser to the Bank)
+44 (0)20 7382 2222
Kunal Gandhi
Tom Murphy
Aleem Meghji
PJT
Partners (financial adviser to the Bank)
+44 (0)20 3650 1100
Basil Geoghegan
Constantino Álvarez del Río
Marco Raimondo
Addleshaw Goddard LLP is acting as
legal adviser to the Society in connection with the
Acquisition.
Freshfields Bruckhaus Deringer LLP
is acting as legal adviser to Bank Holdings in connection with the
Acquisition and Paul Hastings (Europe) LLP is acting as legal
adviser to the Sellers in connection with the
Acquisition.
Information on Coventry Building Society
Coventry Building Society is an
award-winning savings and mortgage provider, currently the 8th
largest UK lender with mortgage balances at £50.3bn at the end of
2023. As a mutual, it is owned by and run for the benefit of its
members (customers with an eligible savings account or mortgage).
It has around 2 million members across the country.
The Society employs more than 3,000
colleagues and has been consistently recognised for being a great
workplace. In 2024 it was named as 11th on the list of best
super-large companies to work for in the UK by Great Places to
Work. It has also been recognised as a Great Place to Work for
women, for wellbeing, and as one of the best workplaces in
financial services and insurance.
In 2023 the Society became BCorp
Certified. B Corp is a globally recognised certification for
companies that meet high standards of social and environmental
performance, accountability, and transparency, and are run for the
benefit of all people, communities, and the planet.
Following the acquisition, CBS will
remain a building society.
Information on The Co-operative Bank Holdings
p.l.c.
The Co-operative Bank p.l.c.
provides a range of banking products and services to about 2.5m
retail customers and c.94k small and medium sized enterprises
('SME'). The Bank is committed to values and ethics in line with
the principles of the co-operative movement. The Co-operative Bank
is the only high street bank with a customer-led Ethical Policy,
which gives customers a say in how their money is used. Launched in
1992, the policy has been updated on six occasions, with new
commitments added in June 2022 to cover what we do for our planet,
people and the community.
The Co-operative Bank p.l.c. is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority. The Co-operative Bank p.l.c. eligible customers are
protected by the Financial Services Compensation Scheme in the UK,
in accordance with its terms.
Inside information
This announcement contains inside
information as stipulated under the UK Market Abuse Regulation
(assimilated Regulation (EU) no 596/2014 it forms part of the law
of the United Kingdom by virtue of the European Union (Withdrawal)
Act 2018. Upon the publication of this announcement via a
regulatory information service, this inside information is now
considered to be in the public domain.
Cautionary note regarding
forward-looking statements
This announcement (including information incorporated by
reference into this announcement), statements made regarding the
Acquisition, and other information published by CBS and/or Bank
Holdings, contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and not based on historical facts, but rather
on current expectations and projections of the management of CBS
and/or Bank Holdings about future events, and are therefore subject
to risks and uncertainties which could cause actual results to
differ materially from the future results expressed or implied by
the forward-looking statements.
The forward-looking statements contained in this Announcement
include statements with respect to the financial condition, results
of operations and business of Bank Holdings and certain plans and
objectives of CBS with respect thereto and other statements other
than historical facts. Often, but not always, forward-looking
statements can be identified by the fact that they do not relate
only to historical or current facts and may use words such as
"anticipate", "target", "expect", "estimate", "forecast", "intend",
"plan", "budget", "scheduled" "goal", "believe", "hope", "aims",
"continue", "will", "may", "should", "would", "could", or other
words of similar meaning. These statements are based on assumptions
and assessments made by the relevant parties in light of their
experience and their perception of historical trends, current
conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve
known and unknown risk and uncertainty and other factors which may
cause actual results, performance or developments to differ
materially from those expressed in or implied by such, because they
relate to events and depend on circumstances that will occur in the
future. Although CBS and Bank Holdings believe that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to have been correct and you are therefore cautioned not to
place undue reliance on these forward-looking statements which
speak only as at the date of this Announcement.
Neither CBS nor Bank Holdings assumes any obligation to update
or correct the information contained in this Announcement (whether
as a result of new information, future events or otherwise), except
as required by applicable law.
There are a number of factors which could cause actual results
and developments to differ materially from those expressed or
implied in the forward-looking statements including, but not
limited to: the enactment of legislation or regulation in the
countries in which the parties operate that may impose costs or
restrict activities; the renegotiation of contracts or licences;
the ability to obtain requisite regulatory approvals and the
satisfaction of other conditions on the proposed terms; changes in
government policy and taxation; industrial disputes; war and
terrorism. Other unknown or unpredictable factors could cause
actual results to differ materially from those expected, estimated
or projected in the forward-looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more
of the assumptions proves incorrect, actual results and
developments may differ materially from those expected, estimated
or projected. Such forward-looking statements should therefore be
construed in the light of such factors.
Neither CBS nor Bank Holdings, nor any members of their
respective groups, nor any of their respective associates or
directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
will actually occur. Given the risks and uncertainties, you are
cautioned not to place any reliance on these forward-looking
statements. Other than in accordance with their legal or regulatory
obligations, neither CBS nor Bank Holdings is under any obligation,
and each of CBS and Bank Holdings expressly disclaim any intention
or obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
Disclaimers
KPMG LLP ("KPMG"), which is authorised and regulated in
the UK by the FCA, is acting exclusively as financial
adviser to the Society and no one else in connection with the
matters set out in this Announcement and will not regard any other
person as its client in relation to the matters in this
Announcement and will not be responsible to anyone other than the
Society for providing the protections afforded to clients of KPMG,
nor for providing advice in relation to any matter referred to
herein. Neither KPMG nor any of its affiliates, respective
directors, officers, employees and agents owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of KPMG in connection with the matters
referred to in this Announcement, or otherwise.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
is authorised in the United Kingdom by the PRA and regulated in the
United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove is
acting as joint financial adviser exclusively for CBS and no one
else in connection with the matters set out in this announcement
and will not regard any other person as its client in relation to
the matters in this announcement and will not be responsible to
anyone other than CBS for providing the protections afforded to
clients of J.P. Morgan Cazenove or its affiliates, nor for
providing advice in relation to any matter referred to
herein.
Fenchurch Advisory Partners LLP ("Fenchurch"), which is
authorised and regulated by the Financial Conduct Authority (the
"FCA") in the United Kingdom, is acting as financial adviser to the
Bank and for no one else in connection with the transaction and
will not be responsible to anyone other than the Bank for providing
the protections afforded to clients of Fenchurch Advisory Partners
LLP nor for providing advice in relation to the transaction or any
other matter referred to in this document.
PJT Partners (UK) Limited ("PJT Partners") which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom is acting exclusively for the Bank and no one else in
connection with the matters described herein and will not be
responsible to anyone other than the Bank for providing the
protections afforded to clients of PJT Partners or for providing
advice in connection with the matters described herein. Neither PJT
Partners nor any of its subsidiaries, branches or affiliates owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of PJT
Partners in connection with this announcement, any statement
contained herein or otherwise.
